[8-K] ProMIS Neurosciences Inc. Reports Material Event

Rhea-AI Filing Summary

Savers Value Village, Inc. (SVV) filed a Form 144 indicating that an insider intends to sell up to 600 common shares through Fidelity Brokerage Services on or after 22 Jul 2025. Based on the reference price in the notice, the stake is valued at $6,306. With 157,451,564 shares outstanding, the proposed sale equals roughly 0.0004 % of the float, implying negligible market impact.

The seller, identified in the three-month sales table as Richard Medway, has already disposed of 36,513 shares between May and July 2025 for gross proceeds of about $402 k. The 600 shares originate from a stock option granted 12 Jun 2019 and exercised for cash on the planned sale date.

This filing is routine compliance with Rule 144 for restricted/control securities. Given the de-minimis size relative to daily volume and market cap, the event is unlikely to influence valuation, though investors may note the ongoing insider selling trend.

Positive

• None.

Negative

• Ongoing insider selling: The filer disposed of 36,513 shares in the past three months and now plans an additional 600-share sale, which some investors may view cautiously despite the small size.

Insights

Securities Analyst

600-share Form 144; negligible vs float; cumulative 36k shares sold; transaction routine; unlikely to move SVV valuation.

The proposed 600-share sale represents just 0.0004 % of Savers Value Village’s outstanding stock and follows earlier dispositions totalling 36,513 shares (~0.02 % of float). Such volumes will not affect supply-demand dynamics or dilute existing holders. The shares stem from an option exercised the same day, signalling normal liquidity management rather than strategic exit. Absent wider insider selling or adverse fundamentals, market impact is neutral.

Corporate Governance Expert

Insider’s continued disposals small but persistent; monitor alignment, though current filing alone lacks material significance.

Rule 144 disclosures enhance transparency on insider trading. While 600 shares is trivial, four earlier sales in three months show the individual gradually trimming exposure. Percentages remain immaterial, yet persistent selling can draw scrutiny if paired with deteriorating operations. Governance risk appears low; the filer certifies no undisclosed negative information. Investors should simply watch for accelerating volumes or additional insiders following suit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

PROMIS NEUROSCIENCES INC.

(Exact name of registrant as specified in its charter)

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Canada		001-41429		98-0647155
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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Suite 200, 1920 Yonge Street, Toronto, Ontario		​		M4S 3E2
(Address of principal executive offices)		​	​	(Zip Code)

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Registrant’s telephone number, including area code: (416) 847-6898

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Shares, no par value per share		PMN		The Nasdaq Capital Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

Registered Direct Offering

On July 22, 2025, ProMIS Neurosciences Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an existing healthcare focused institutional investor relating to the issuance and sale of a pre-funded warrant to purchase 984,736 Common Shares (as defined herein) (the “Pre-Funded Warrant”) to such investor (the “Offering”). The Pre-Funded Warrant will be sold to the investor at an offering price of $0.8124 per share under such Pre-Funded Warrant, which represents, if it were applicable, the per share offering price for the common shares, no par value per share, of the Company (the “Common Shares”), less a $0.0001 per share exercise price for such Pre-Funded Warrant. The Purchase Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Pre-Funded Warrant is exercisable at any time after the date of issuance. The holder of a Pre-Funded Warrant may not exercise such Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such exercise.

The gross proceeds from the Offering will be approximately $800,000, before paying estimated offering expenses. Delivery of the Pre-Funded Warrant is expected to take place on or about July 24, 2025, subject to customary closing conditions. The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-274658) previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 22, 2023, amended on September 27, 2023 and declared effective by the SEC on September 29, 2023.

The form of Pre-Funded Warrant and the Purchase Agreement are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K. The foregoing description of the respective terms of the Pre-Funded Warrant and the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to such Exhibits. A copy of the opinion of McMillan LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

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PIPE Offering

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On July 22, 2025, the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement”) with an existing healthcare focused institutional investor that qualifies as an “accredited investor”, as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, for the purpose of raising $2.4 million in aggregate gross proceeds for the Company (the “PIPE Offering”) before deducting fees and other expenses payable by the Company. Pursuant to the terms of the PIPE Purchase Agreement, the Company agreed to sell a warrant to purchase 12,616,821 Common Shares (the “Warrant”). The Warrant will be sold to the investor at an offering price of $0.1875 per share and have an exercise price of $1.25 per share.

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The Warrant is immediately exercisable  and will expire five years after the date of issuance. The holder of the Warrant may not exercise such Warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to such exercise.

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The gross proceeds from the PIPE Offering will be approximately $2.4 million, before paying estimated offering expenses. In conjunction with the proceeds from the exercise of existing warrants, the total gross proceeds to the Company inclusive of the PIPE Offering will be approximately $9.2 million. Delivery of the Warrants is expected to take place on or about July 24, 2025, subject to customary closing conditions.

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Registration Rights Agreement

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In connection with the PIPE Purchase Agreement, the Company entered into a Registration Rights Agreement with the PIPE Investor (the “Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act, covering the resale of the Common Shares issuable upon exercise of the Warrants issued to the PIPE Investor under the PIPE Purchase Agreement. The Company is required to file the Registration Statement with the SEC within 45 days after the date of the final closing of the PIPE Offering (the “Filing Date”) and is required to have the Registration Statement declared effective by the SEC in accordance with the terms of the Registration Rights Agreement.

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The foregoing descriptions of the material terms of the PIPE Purchase Agreement, the Warrants, and the Registration Rights Agreement, do not purport to be complete and are qualified in their entirety by reference to the full texts of the Form of PIPE Purchase Agreement, the Form of Warrant, and the Form of Registration Rights Agreement, copies of which are filed as Exhibits 10.2, 4.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

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The information contained in Item 1.01 relating to the PIPE Offering is hereby incorporated by reference into this Item 3.02.

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The Warrants are being sold and/or issued without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506(b) of Regulation D promulgated thereunder as well as available exemptions under applicable state securities laws.

Item 8.01 Other Events.

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On July 22, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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On July 22, 2025, the Company issued a press release announcing the PIPE Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2	​	Form of Warrant
5.1		Opinion of McMillan LLP
10.1		Form of Securities Purchase Agreement
10.2	​	Form of PIPE Purchase Agreement
10.3	​	Form of Registration Rights Agreement
23.1		Consent of McMillan LLP (included in Exhibit 5.1)
99.1		Press Release, Offering, dated July 22, 2025
99.2		Press Release, PIPE Offering, dated July 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	PROMIS NEUROSCIENCES INC.
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Date: July 22, 2025	By:	/s/ Neil Warma
		Name: Neil Warma
		Title: Chief Executive Officer

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FAQ

What did Savers Value Village (SVV) disclose in its latest Form 144 filing?

An insider plans to sell up to 600 SVV common shares valued at $6,306 on or after 22 Jul 2025.

How many SVV shares will be sold and what is the estimated market value?

600 shares with an aggregate market value of $6,306 according to the filing.

Who is the insider selling SVV stock and how much has he sold recently?

Richard Medway sold 36,513 shares in the past three months for approximately $402 k and now plans to sell 600 more.

What percentage of SVV’s outstanding shares does the proposed sale represent?

Roughly 0.0004 % of the 157,451,564 shares outstanding.

On which exchange and through which broker will the SVV shares be sold?

The shares are slated for sale on the NYSE via Fidelity Brokerage Services LLC.